Creature Fear
by piscespen
Summary: A security breach aboard the TARDIS forces Donna to confront one of her oldest childhood fears. Will she be able to conquer it in time to save the Doctor's life?
1. Chapter 1

The delicious water droplets cascade like little pieces of Heaven across Donna's aching shoulders, trailing a stream of liquid heat between her shoulder blades and down her back. She sighs, letting the hot steaming droplets soak through her thick hair before plucking the bottle of salon formula shampoo from the caddy hanging on the tiled wall and massaging a small amount into her scalp. She closes her eyes, rinsing her hair thoroughly, before repeating the process.

Her legs ache a bit as well. Not surprising considering all the running they've been doing lately. She can keep up with him now, well within a few paces anyway. After all her legs aren't quite as long as his are, but she usually pays for it the next day with a few minor aches and pains. Not that she'd ever admit that to him of course, and anyway a good hot shower generally sorts it.

She's smoothing a bit of conditioner into her hair, combing the silky ends through her fingers when she catches a slight movement out of the corner of her eye at the top of the shower curtain. She turns her head, her eyes growing suddenly wide at the sight of several segmented insectoid legs skittering over the shower rod followed by the biggest hairiest spider she's ever seen in her life.

Donna gasps, her voice disappearing with fright. She flattens herself against the tiled wall, steaming droplets of water running down her hair into her eyes as she watches the thing skitter along the length of the shower rod with alarming speed.

It's so huge, she can actually make out each individual hair covering its bulbous body and high peaked legs as it scrabbles onto the wall directly across from her. There it stops, flattening itself against the tiles and extending its long legs around itself like one of those old sunburst clocks from the sixties.

Donna swallows, gripping the edge of the shower curtain, very carefully making her way towards it when the giant spider suddenly leaps. It actually leaps at her, bouncing off the wall a few inches from her head and flopping backwards into the tub. Donna shrieks, diving for the curtain. She stumbles, barking her shin painfully on the edge of the tub as she tumbles out of it, ripping the shower curtain off its hooks and taking it with her in the process.

She screams again, tangled inside the vinyl curtain, terrified that the giant spider might be trapped inside with her, but no. She sees it loping along the edge of the tub before it abruptly disappears somewhere behind the laundry hamper.

"What is it? What's wrong?!" the Doctor cries, suddenly bursting into the room, his hair damp and disheveled and his eyes wide with concern. He's only half dressed, his brown pinstriped trousers hanging open on his lanky frame beneath his bare torso.

"Spider!" Donna gasps, hugging the opaque shower curtain to her own naked body as she scrambles to her feet. Limping slightly from the pain of her throbbing shin as she cowers behind his back.

The Doctor's expression softens somewhat, his eyes twinkling with sudden amusement. "What, all this over one little spider. What is it with women and spiders anyway?"

"Big!" Donna gasps, wrinkling her nose at him. "Big spider. Like a..," she swallows nervously, "wheel cover."

"Right," the Doctor says, clearly unconvinced, "and where did this monster of Asian Cinema escape to anyway?"

"There," Donna says, pointing towards the painted wicker hamper, "behind the hamper."

She slowly backs away, plucking her plush robe off the peg on the back of the bathroom door and quickly shrugging it on while the Doctor's back is turned.

"Be careful," she says, quickly wrapping a towel around her dripping head with trembling hands as he nonchalantly saunters towards the tall basket. "How'd it get in here anyway?" she asks. "I thought you said the TARDIS has bio-filters on."

"Well, she doesn't bother with every little thing," the Doctor says, removing the hamper and squinting at the seemingly empty space behind it, "it probably hitched a ride on board hidden in our clothes."

"There's no way in hell _this_ thing could've hidden itself in our clothes," Donna says with a shudder, "not unless it can turn itself invisible that is."

"Well, _I_ don't see it," the Doctor says, falling onto his hands and knees to check behind the toilet. That's when the thing decides to make a sudden reappearance.

Donna screams, startling the Doctor. He flinches, banging his head on the edge of the toilet tank as the giant spider skitters across the wall onto the ceiling.

"Okay, I take it back," he says, thoughtfully rubbing the bump on his head, "that's one bonzo big spider."

"Told you so," Donna hisses, warily eyeing the creature as it comes to a sudden halt right over the Doctor's head.

"Where did you come from eh, big feller?" the Doctor asks, rising to his feet as the thing does that sunburst clock thing again.

"Look out Spaceman!" Donna cries just as the spider springs at him.

The Doctor yelps, ducking at the last moment, never taking his eyes off the thing as it sails clean over his head. It hits the floor running, skittering straight towards Donna. Donna screams, leaping across the room as the Doctor pulls the sonic from his open trousers, hitting the spider with a sonic resonance blast that makes it flop over onto its back. It's long segmented legs waving uselessly in the air.

Donna scampers up onto the toilet seat as the Doctor produces a plastic container from somewhere deep inside his trouser pockets and scoops the prone spider up into it.

"What did you do?" Donna breathlessly asks.

"Spider repellent," the Doctor says simply, snapping the lid closed, a pattern of small air holes stamped into it. "It's only stunned, don't worry."

"So, where did it come from?" Donna asks, squatting down on top of the toilet seat with a shudder. She's afraid to put her bare feet down on the floor. She knows it's only her imagination, but she can't quite shake the feeling that there are crawly things covering her skin.

"Good question," the Doctor says thoughtfully, slipping on his glasses and holding the clear plexiglass container up to the light, "_Hadronyche fomidabilis_," he murmurs mostly to himself, "or that's what it looks like anyway, only larger," he recoils slightly as the spider lunges at him, it's long fangs scratching the hard plastic container, "and more aggressive," he says.

Donna shudders, hugging herself. "Is it poisonous?" she asks, tentatively massaging her throbbing shin. A lump the size of a peach stone has risen on it and is already beginning to darken to a deep purplish black around the edges.

"Very," the Doctor says, "they're highly venomous." His eyes narrow slightly when he notices the contusion on her leg. "When did you do that?" he asks, placing the container on the floor as he kneels down in front of her and begins to gently inspect the injury.

"When I fell over my own feet trying to get out of the tub," Donna says ruefully, hissing through her teeth when the Doctor's cool fingers brush a particularly tender spot.

"Sorry," he says, digging inside his magic pockets for a moment and producing what looks like a small adhesive patch. He unwraps it and gently presses it to the lump on her leg. A soothing coolness spreads over the injury, the throbbing ache all but disappearing as Donna sighs in sudden relief.

"Better?" the Doctor asks.

"Much, thank you."

She smiles a bit shyly, suddenly very aware of their mutual states of undress. Her eyes stray to the dark hair covering his surprisingly well-formed chest. Funny but she hadn't been expecting that, nor the lean muscles playing beneath his skin.

The Doctor swallows, his eyes lingering for a moment on the unintentional cleavage peeking out of her slightly opened robe before he guiltily averts his gaze with an awkward clearing of the throat.

"Right," he says briskly, springing to his feet and almost as an afterthought, doing up the zip on his trousers, "we'd best get this little lady back where she belongs."

"Little lady?" Donna asks, readjusting her robe as the Doctor retrieves the captured spider from the floor.

"Just guessing of course," the Doctor says, blithely tapping the container as the trapped spider lunges at him, "the females are generally larger and more aggressive."

"And just where does it… she, belong exactly? Don't tell me you've got a zoo on board."

"More like a wild life preserve actually," the Doctor says, absently. "Blimey, haven't been down there in yonks. No telling what may have evolved over the years."

Donna rolls her eyes. "Oh God," she says, "we're not gonna find a highly evolved race of cat people worshipping statues of _Morris_ living down there are we?"

"Don't be ridiculous," the Doctor says, "it'd be impossible for a cat to make that sort of evolutionary leap in only a few short centuries. Besides, I've met highly evolved cat people and believe me if there were any on board, we'd know about it."

"Right," Donna says, her eyes narrowing slightly, "no cat people then, just giant leaping spiders making themselves at home in my shower."

"Yes, well," the Doctor says apologetically, "obviously there's been a breach in the system."

"Obviously," Donna agrees, "and what kind of idiot flies around the universe with a ship full of monsters like that on board anyway?"

"They were endangered species Donna," the Doctor snaps tartly, "the last of their kind. I thought I'd collect a few breeding pairs and reintroduce them back into their environments at a later date in the timeline."

"So what happened?" Donna asks.

"I got busy," he says.

"Meaning you forgot."

His brow knits into a sudden frown. "I'll have you know Donna Noble that I am a genius," he says huffily. "My brain is not only capable of processing and storing vast amounts of information, it is also perfectly capable of performing hundreds of tasks simultaneously. If I've placed a few things on the back burner over the years, it's only because there were far more pressing matters to attend to at the time."

"Uh huh, which is just a fancy-pants way of saying you forgot," Donna says flatly.

"Pretty much yeah," the Doctor admits with a slight nod.

Donna rolls her eyes. "Some genius," she says, "like Wile E. Coyote, and just look at what happened to him."

"Fell off a cliff didn't he," the Doctor asks, "several times as I recall."

"My point exactly," Donna says flatly.

"Yes, well, fortunately there aren't any cliffs on board the TARDIS," the Doctor says absently, "well not since the landscape remodelling anyway. Right," he says, suddenly all business, "best put some clothes on. Can't very well go to a giant spider roundup in my bare feet now can I?" He pauses, thoughtfully rubbing his chin as he watches Donna cowering on the toilet seat. "You should probably stay here," he says at last.

Donna's eyes flash sharply at that. "What, and let you walk into _Shelob's_ lair all by yourself," she demands, "not on your life Spaceman. You and I are in this together."

A fleeting look crosses his face, pride maybe. It briefly touches the corners of his mouth and eyes before it's gone. "All right then," he says, "but stay close to me."

"Oh believe me," Donna says with a wry chuckle, "you'll think you've grown an extra set of arms."

This time he smiles. "Meet you back here in five minutes," he says, bounding from the room, seemingly oblivious to the testy spider hissing at him inside the plexiglass container.

Donna grimaces, shuddering theatrically as she emerges into the bedroom. Nervously eyeing every corner of the ceiling as she quickly towels off her still dripping head. She runs a comb through her hair, tying it back into a damp ponytail and throwing on some underwear, before literally grabbing the first thing out of her dresser and shrugging it on. A pale green baby doll blouse, lightly gathered at the sleeves and breasts and a faded pair of blue jeans that hug all her curves in just the right way.

She pulls on a pair of socks and plucks her trainers from under the desk, pulling them on in the corridor just as the Doctor emerges from the room directly across from hers, fully dressed, sans coat of course, his hair dry and artfully disheveled.

"Right then," he says, his eyes lingering appreciatively on her curves for just a moment before taking her hand and leading them at a brisk pace down the corridor, "off we go."

Donna pretends not to notice his wandering eyes. She eyes the spider filled container he's holding in his other hand like a pie plate and shudders, "and just where exactly are we going?" she asks.

"Down ten levels or so," the Doctor says mildly, he seems to be counting doors as they pass them in the corridor. "Ah here we are," he says, opening an otherwise innocuous looking door onto a spiralling copper coloured staircase.

He crosses the threshold, tightening his grip on Donna's hand as he leads her onto it, his trainers bouncing lightly on the metal risers beneath their feet.

Donna swallows, glancing over the railing into the steep stairwell below as they slowly begin descending. "There's something you should know," she says.

"Let me guess," the Doctor says, absently, "you're afraid of spiders."

"Goes a bit beyond fear actually," Donna says, her voice thick with tension as their footfalls echo softly in the stairwell. "When I was around six or so, I was playing hide and seek with some friends down the road at this abandoned estate house," her expression turns suddenly rueful, "Mum warned me it was dangerous, but that just made it even more appealing to me."

The Doctor flashes her a knowing smile over his shoulder and Donna chuckles lightly.

"Anyway," she says, "it was old and broken down and full of dark corners, and I found this wardrobe to hide in, only the lock was broken on it and when I closed the door, I couldn't get out."

The Doctor's eyes turn thoughtful, "and then you found you weren't alone in there," he guesses.

Donna swallows and nods, "spiders," she says, tensely, "an entire nest. It was too dark to see them, but I could feel them crawling on me, through my hair and up my dress. I guess my screams frightened my friends, because they ran away and I spent the entire night locked inside that wardrobe. I was told later that by the time my dad found me the next morning, I was covered in spider bites and had to be rushed to emergency."

The Doctor's brow knits in sympathy and Donna's shoulders rise briefly in a dismissive shrug. "Been terrified of spiders ever since," she says.

"Course you have," the Doctor says gently, "and quite right too."

Donna flashes him a grateful smile, "Lance always made fun of me," she says.

"Lance was an idiot," the Doctor says flatly.

"Yes, well," Donna says, her smile warming slightly, "I suppose he did choose the wrong side in the end. Bit ironic when you think about it," she says thoughtfully, "constantly having me on then getting eaten by a nest of alien spiders."

"Actually I was talking about the fact that he spent all those months with you and yet somehow still managed to miss how brilliant you are," the Doctor says, absently counting levels as they go round the spiralling staircase, "I mean, _I_ figured it out five minutes after meeting you."

Donna's smile blossoms into a grin. She bounces onto her toes and lightly brushes his cheek with a brief kiss.

"What was that for?" he asks in surprise, a slight blush suffusing his cheeks.

"You can be quite gallant at times," she says simply.

He smiles a bit at that. "By the way, how did your dad know where to find you?" he asks.

"Dunno," Donna says with a shrug, "he never said. I suppose one of the neighbourhood kids must have eventually come clean about what we were up to. They had the police out searching and everything."

He pulls a face. "Hang on," he says, "you were so brave that night at H C Clements. The way you stood up to the Empress of the _Racnoss_, I'd never have guessed you had a fear of spiders."

"That was different," Donna says, "the _Racnoss_ Queen, she was half-human wasn't she, well, more or less," she nods at the plexiglass container in the Doctor's hand, "that's a _spider _spider. Besides, that night in the basement it was sort of a toss up between who was more frightening, the _Racnoss_ Queen, or you."

The Doctor's expression turns a bit sheepish at that. "You don't still feel that way do you?" he asks.

"I'm following you down into a pit full of the one thing that terrifies me more than anything else I can think of," she says, "what does that tell you?"

The Doctor smiles. "Wildlife preserve actually," he says.

"Whatever," Donna says, flatly.

They step off the staircase and enter a sort of alcove. There's a closed steel door set into a wall made of.., it looks like solid granite. Thick and organic looking; Donna can see layers of strata running through it as if it were a piece of canyon wall. There's some sort of touch key pad hanging next to it. The Doctor slips on his glasses and walks up to the door, running his hand over the painted surface.

"No visible gaps in the security system," he mumbles, mostly to himself.

Donna hugs herself, warily eyeing the walls of the stairwell behind them, expecting another giant spider attack at any moment. She shudders, her eyes falling on the painted door. There's a sign with the words _Area 51_ stamped in large block letters on it.

"Is that supposed to be some sort of joke?" she asks.

The Doctor grins suddenly. "Yeah," he says, "whad'ya think?"

Donna rolls her eyes.

"Oh come on," he cries, "it's funny! _Area 51_. You know, because of all the extraterrestrial life forms inside?" his face falls, "No?" he asks plaintively, "Not even a little bit?"

Donna continues to eye him in silence, one eyebrow raised skeptically.

The Doctor sighs explosively, his eyes wide. "Blimey," he mutters, "try lightening the mood."

He turns back toward the door, squinting at the touch key pad, thoughtfully tapping his lower lip with his index finger as he stares at it.

"Don't tell me you've forgotten the combination," Donna murmurs.

The Doctor frowns. "Genius Donna, remember," he says flatly, "it'll come to me in a moment."

Donna crosses her arms over her chest and sighs.

"Ah," he says at last, quickly punching a series of keys on the pad. There's a soft click as the door slides open, receding into the wall with a soft puff of stale air.

"Ha ha!" the Doctor cries in triumph, "mind like a steel trap!"

"More like a steel sieve," Donna mutters, wrinkling her nose in distaste as a puff of mouldy, musty air hits her, "you'd think a _genius_ would be able to check on the integrity of his intergalactic zoo from the Console Room."

"It's a self-sustaining ecosystem Donna," the Doctor explains patiently, "designed to operate independently of the TARDIS systems in the unlikely event of a complete catastrophic failure, which is why she didn't know about the breach in the system," he frowns slightly, "also probably why she hasn't been speaking to me since it happened," he grumbles.

"Ha!" Donna snorts. "Serves you right for keeping things from her, and me come to that."

The Doctor chooses to ignore the comment. He squints into the open doorway, Donna following his gaze into what appears to be an immense black forest; its grassy floor littered with dead leaves and musky smelling mushrooms. Thick tree trunks rise literally hundreds of feet into the air, black and dripping with moisture.

"Is that a rain forest?" she asks, aghast.

"Yup," the Doctor says, distractedly popping the P at the end of the word.

"You've got an entire rain forest on board the ship," Donna cries incredulously.

The Doctor glances at her. "You're stood inside a time machine that can travel across the whole of time and space in the blink of an eye and it's the _rain fores_tthat's tripping you up?"

Donna scowls at him as he turns his attention back to the task at hand.

"Force field's still intact," he murmurs thoughtfully to himself. He fishes the sonic one-handed out of his pocket, flipping it nimbly in the air and changing a few of the settings with his thumb before turning it on. "Our little friend here definitely did not arrive through this door," he says, studying the readings scrolling across it.

"Have more creatures escaped do you think?" Donna asks, her voice trembling slightly at the thought.

The Doctor's eyes focus on her face. "Only one way to find out," he says, taking her hand in his and giving it a reassuring squeeze. "You don't have to come you know."

Donna nods once. "What are we waiting for," she demands, trying to sound brave and mostly failing, "lead the way Spaceman."

That look of pride is back on the Doctor's face as he deactivates the force field and steps through the door, Donna hot on his heels.

The air is thick with moisture as they cross the threshold and emerge onto the forest floor, low hanging fog banks obscuring the pathways winding through the trees. Donna is gobsmacked at the enormity of it all, trees seeming to go on forever all around them.

She looks up to see clouds, actual clouds, dark and thick with unshed rain moving through the gaps in the canopy of thick leaves high over their heads. She glances back at the unlikely doorway behind them, hovering without any visible means of support amid a thick copse of tree trunks.

Curious, she steps around the still open doorway, the stairwell she and the Doctor just left, still clearly visible through it. From the back, the doorway completely disappears, fading away like a whisper in the dark. Thinking it must be some sort of optical illusion, Donna passes her hand through the space where the doorway should sit and feels only rough bark beneath her fingertips when they brush the damp edge of a tree trunk.

She carefully picks her way through the knot of trees, emerging from the other side of the doorway. It becomes visible again once she's stood in front of it. She steps through it, her fingers slowly gliding along the cool metal railing of the staircase as the familiar thrum of the TARDIS vibrates up through the floor, its previous absence only apparent now that she can hear it again.

The Doctor is stood in the middle of the forest floor, glancing back at her through the doorway with a look of mild curiosity on his face. Donna grins at him.

"This thing is so cool!" she cries as she crosses the threshold to once again stand beside him.

"Speaking of which," he says, aiming the sonic over Donna's shoulder. The door behind them slides shut and abruptly disappears into the mist as if it never existed at all. "Wouldn't want anything slipping out behind us."

Donna bites her bottom lip, suddenly acutely aware of where she is. She eyes the empty space where the doorway stood until a few seconds ago and abruptly turns away, staring into the suddenly ominous looking forest ahead of them.

"First things first," the Doctor says, placing the still angry spider beside a twisting tree trunk. It hisses threateningly at him inside its container as it rears up onto its back legs. His fingers brush a multifaceted hexagonal button in the lid before he abruptly stands and returns to Donna's side.

"What, you're just going to leave it there?" she asks. Of course she's absolutely repulsed by the creature, but she can't in all good conscious just leave it locked away to eventually starve to death either.

"The lock is in the lid," the Doctor says simply, "I set it to automatically open in two hours when we'll both be far away from this place."

His eyes stray to the winding mist obscured pathways in front of them. "Right," he says, taking Donna's hand, "this way."

They walk in silence for a few minutes; Donna wrapped up in her own fears and the Doctor warily eyeing the trees along the path as if they might suddenly spring to life and lunge at them through the mist. An annoying misty rain begins to fall, coating Donna's hair and turning her clothes damp and uncomfortable.

"Do you even know where you're going?" she hisses, her voice strained in the oppressive silence.

The Doctor frowns slightly, his eyes never leaving the dripping treetops. "Course' I do," he murmurs, his voice barely above a whisper, "the ecosystem is maintained by a central computer core. It's a sort of Well at the hub of the habitats. We have to pass through a couple to get to it, but once we reach it I should be able to repair the breach and clean up any stragglers that may have found their way onto the TARDIS."

"How far is it to the next habitat?" Donna asks.

The Doctor's frown turns into a grimace. "Not far, relatively speaking," he says, "although we do have to go through _there_ to get to it," he says with a rueful tilt of his head.

Donna follows his gaze to the dark dripping trees ahead, their trunks and canopies obscured beneath a network of thick funnel like webs as far as the eye can see. Cottony web strands as thick as cable hang over the path forming sticky gauze bridges between them. Dried leaves crackle inside the web nests. Sticky branches swaying beneath the weight of unseen creatures traveling along them.

"Oh God," Donna gasps, her mouth suddenly dry, "is that?"

"Fraid' so yeah," the Doctor says softly, "looks like this entire area's infested." He folds her arm through his, clasping her hand tightly to steady her. "It'll be fine," he says, smiling reassuringly as they begin to move forward down the path, "just don't make any sudden moves and keep your voice down."

"Where do you stand on fainting?" Donna whispers somewhat hysterically, her eyes firmly fastened on the ground in front of her. "Is fainting considered a sudden move, because I may do that."

"No you won't," he says and the way he says it, makes her almost believe it, "but I should probably warn you that the spider that found its way into your shower this morning wasn't fully grown."

"How can you tell?"

"By the colour mostly," the Doctor says softly, "also the carapace..." he breaks off, shaking his head, "It doesn't really matter," he says, "the point is it was definitely a juvenile."

"So if the one from this morning was a baby yeah," Donna breathlessly whispers, "how big are the adults?"

"No idea," the Doctor says, simply.

"Big enough to drag one of _us_ up there?" she asks, vaguely indicating the trees above their heads with a tense eye roll. She's afraid to look up and fully acknowledge the small animals and bird life she can see tangled in cocoons among the branches on the periphery of her vision.

"The potential for that eventuality does exist, yes," the Doctor murmurs.

"Meaning?"

"If you find yourself being chased by something with eight-legs that's bigger than a breadbox," he says, "run away as fast as you can."

"Right," Donna murmurs breathlessly, "stick with what works. Got it."

Something skitters up a tree trunk next to her and Donna falters. The Doctor wraps his arm tightly around her shoulder and pulls her close, steadying her and propelling her forward at the same time.

She buries her head in his shoulder, shuddering against him as something the size of a cat descends on a web, dropping down onto the path in front of them and loping across it to the other side.

"It's all right," the Doctor murmurs softly, Donna's knees going suddenly weak as he continues to drag her forward, "we're almost there. Just keep moving."

His eyes are still fixed on the treetops overhead and Donna suddenly realises that he's been keeping tabs on something since they first entered the forest. She risks a glance up just in time to catch a glimpse of a hairy segmented leg as thick as her arm, shadowing them through the web encased leaves. A hugely bulbous abdomen is barely visible through the dark branches as something skitters towards them.

"Uh oh," the Doctor breathes beside her, shifting his grip to her arm and snatching the sonic from his breast pocket just as a huge man sized spider suddenly bursts from the trees, lunging at them on a thick bungee like web.

"Donna!" he cries, pulling her towards him. "Run!"


	2. Chapter 2

There's no time to scream. Donna catches a fleeting glimpse of red eyes clustered around fangs the size of knitting needles before the Doctor suddenly takes off, dragging her with him down the mulch strewn path. She stumbles, her knees weak with fear. The Doctor glances back at her then abruptly stops, gripping her by the shoulders and pulling her down on top of him.

Something huge and hairy sails over their heads as they hit the spongy ground. Donna flattens herself against him as he extends his arm and fires a sonic resonance blast at the six-foot-long spider clinging to a web covered trunk ahead of them, catching it mid-leap. It crashes to the ground in front of them, laying on its back, it's legs flailing like hairy flags as it struggles to right itself.

"It won't be long before it recovers," he cries somewhat breathlessly, "come on."

They quickly scramble to their feet, the Doctor's hand steadfast in hers as they skirt around the still flailing spider. A dozen or more of the creatures in varying sizes descend upon them from the trees as they run for their lives down the soggy path.

Something thick and gummy ensnares Donna's leg and she shrieks as she's suddenly jerked backwards off her feet, sprawling onto her stomach. She breathlessly chokes on mouldy earth as she's dragged down the path towards something black and bear-sized on a cable like web.

The Doctor pelts down the path after her. He squints, raising the sonic, its blue beam playing across the sticky cord trapping her leg as Donna desperately claws at jutting roots and plants along the path, trying to slow her progress away from him.

The cord snaps and she comes to a sudden sprawling stop. The Doctor redirects the sonic at the spider/grizzly and stuns it before it can make another web to grab her.

"Behind you," Donna half chokes, half gasps and the Doctor spins around just in time to aim the sonic at the spider that originally attacked them.

Except this time it's ready for him. It dodges the blast, leaping on to a tree trunk and spinning a web that snaps out like a whip, capturing the Doctor's legs, knocking him off his feet and the sonic out of his hand.

"Doctor!" Donna cries, struggling to her feet, limping away from the second flailing spider towards the spot where the sonic disappeared into the dripping foliage. Her knee badly twisted and barely supporting her weight as she hobbles urgently up the path, thick tendrils of sticky spiderweb clinging to her jeans.

She drops to her knees with a wince, gingerly digging through the damp ivy and dead leaves spreading like a carpet beneath the trees to search for the sonic. She flinches away from the smaller spiders and other insects skittering through it as the Doctor quickly turns out his pockets, finding something that resembles a cigarette lighter and angles it towards the sticky cord wrapping his legs.

A narrow beam shoots out of it, slicing through the cottony substance and he quickly scrambles to his feet, tearing bits of web from his trouser legs as he dodges the rapidly approaching spider and pelts back up the path towards Donna.

His hand disappears for a moment into a patch of ivy just to Donna's left and he lifts out the sonic just in time to spin on his heel and blast the six-footer coming up fast behind him. Its legs flail as it flops over onto its back.

"You'd think they'd get the message by now," Donna gasps breathlessly as the Doctor lifts her into his arms, the sonic dangling from his fingertips.

"I'm hoping they still will," he says, as Donna throws her arms around his neck, "more trouble than we're worth, us."

The conversation is abruptly cut short when something the size of a hatchback slams into them, sending them both sprawling to the ground. Donna yelps. Her knee throbs painfully as she's knocked against a tree trunk. Struggling to recover her breath as several cat sized shapes descend upon her, she gasps, recoiling from the tree and accidentally kicking away the sonic, which has rolled to a stop next to her foot.

She lunges for it, disabling the smaller spiders with a sonic resonance blast before hobbling up the path to where the Doctor is struggling with the giant one, laying on his back in the damp earth, keeping its venomous fangs at bay with a thick tree limb wedged between them.

"Oh God," Donna gasps, her trembling hands shaking violently as she aims the sonic at the creature and presses the button. A rippling shudder runs through its entire body, but it seems otherwise unaffected, continuing its attack on the Doctor, crushing him beneath its massive bulk, its knitting needle fangs inches from his chest.

"Too big," he gasps, gritting his teeth as he forces the creature's thorax up and away from him with the knotty limb, "try a higher setting."

"Which one?" Donna practically begs, her voice high pitched and near hysteria.

Something dark and hairy leaps upon her from behind, knocking the wind out of her as she goes down hard on her stomach. Mouldy earth and rotting leaves fill her mouth as she gasps for breath. A huge fang like a giant sewing needle, stabs the earth between her arm and chest and Donna's entire body tenses, waiting for the second stab to find her flesh, but the blow never comes.

The creature squeals suddenly, an oddly human sounding cry of shock and pain. Its entire body stiffens before it abruptly collapses on top of her, knocking the wind out of her a second time as its bulk drives her forward into the earth. She lifts her head, choking on compost, coughing and spitting to clear her mouth as she twists beneath the creature's dead weight, shoving its carcass aside with trembling hands. She shudders with revulsion at the feel of its bulbous body beneath her fingertips.

She stares at the smouldering hole perforating its thorax for a moment, green ichor leaking out of its abdomen and gathering in a viscous pool beneath its body. Her eyes stray to the trembling bulk of the hatchback spider, its bulbous abdomen undulating over the Doctor's limp form. His arm lays outstretched in the dirt beside something which looks suspiciously like a cigarette lighter brushing the fingertips of his opened hand.

"No!" Donna cries, clawing the dead leaves around her for the sonic. She sees it, wedged beneath the stubborn six-footer's carcass, covered in dirt and sticky ichor.

She tugs it out. Struggling to her feet, she turns the sonic up as high as it'll go, aiming it at the hatchback spider. She presses the button, slamming it with a wall of sound that makes it rear up onto its hind legs and squeal like a horror movie monster. The Doctor cries out as the thing's thorax lifts away from him, his entire body convulsing as its knitting needle fangs disengage from his trembling flesh.

Donna presses her lips together and hobbles closer, her hand steady around the slightly vibrating sonic in her hand. For once, she's not afraid, cold anger bubbling up inside of her instead. Anger at the creature for attacking. Anger at the Doctor for dropping his guard to save her. Anger at herself for letting her fears control her.

The creature's legs flail as it falls backwards off the Doctor, struggling to right itself. The Doctor gasps, clutching feebly at the dead leaves and dirt in an attempt to stand up, his legs rubbery beneath him. Two coin sized puncture wounds tear his jacket just below the collar bone and ooze black venom and bright red blood down his shirt.

Donna falls to her knees beside him with a wince, snatching up the cigarette lighter laser beam in her free hand as she continues to blast the hatchback spider with the sonic, its infant like squeals ringing in her ears.

"Stop Donna," the Doctor gasps, his voice oddly raspy as he covers her hand in his, "we don't have much time. Once they've figured out I've been wounded, they'll attack again. Help me up."

Donna swipes away the tears she's only just realised are clouding her vision and helps him to his feet, one arm draped over her shoulder for support. As soon as he's upright, he gags, vomiting something thick and milky onto the mulch covered path.

"God," Donna cries, supporting his trembling body as best she can with only one good leg. He's as pale as a ghost, his clammy skin covered in a fine sheen of cold sweat. "Tell me the way out of here isn't far," she practically pleads with him.

"It's… not," he gasps, wiping his mouth on his jacket sleeve as he gestures with his chin towards a natural arch in the trees up ahead, "through there."

They make for the arch, moving ahead one agonising step at a time. Donna hobbling on her rapidly swelling knee as the Doctor's rubbery legs grow increasingly uncooperative. His entire body leans heavily against Donna's as she grits her teeth and drags them forward inch by inch.

"What's it done to you," she gasps, repositioning the dead weight of his arm across her aching shoulder.

"Par… paralysing venom," he gasps, "fairly… fast acting… paralysing venom."

"But, you can metabolise it right?" Donna desperately asks.

"Well… normally I'd just… slip into a healing coma," he says, his voice fading to a harsh whisper, "but that's not really... an option… at the moment." His eyes are red-rimmed and angry looking, stood out in stark contrast to the rest of his pale face.

Sudden skittering movement behind them makes Donna turn her head. The hatchback spider and about twenty or so of its little brothers and sisters are bounding towards them through the dripping trees.

"Keep… keep moving," the Doctor gasps, "the doorway to the next habitat is... just… ahead."

Donna whimpers, hobbling forward. Both the sonic and the cigarette laser lighter are out of reach inside the pocket of her jeans. She'd have to let go of the Doctor to reach them and she honestly doesn't know if she'd be able to lift him up again once he was down.

Then she sees it, the door. It's painted black and barely visible inside the little copse of arching trees just ahead. She glances over her shoulder, desperately dragging the Doctor into it, easing him down onto the ground against the door. His arm slides bonelessly from her shoulder as he slumps against it.

"I need to… tell you something," he murmurs, his enflamed brown eyes tracking her, though the rest of his body is limp and unresponsive and bonelessly slumped against the door.

"I don't want to hear it!" she snaps, refusing to even look at him. She's afraid she already knows what he's going to say.

She snatches the sonic from her pocket and spins awkwardly on her throbbing knee, sweeping her arm in a wide arc as she fires it. Several of the leading spiders flop onto their backs as the rest momentarily retreat back into the trees.

"There's… this…. thing that Time Lords do," he continues, ignoring her protests, his breathing growing increasingly shallow, "it's a sort of way… of cheating death..."

"Combination!" Donna cries, pivoting towards the touch keypad imbedded in a tree trunk beside the door. The last thing she wants to hear from him right now is talk of dying. "And don't you dare tell me you've forgotten it, Spaceman!"

His eyes slide shut and for one harrowing moment, Donna fears they'll never open again. Then his lips part. "One… eight… four… seven… one," he murmurs, his voice very faint.

She punches the numbers in with her thumb, holding the sonic in her other hand like a sword as she glances back and forth between the keypad and the teeming forest behind them. The door slides open and the Doctor pitches backwards over the threshold, laying halfway across it. His head and torso disappear amid the sea of tall grass growing on the other side.

That's when the hatchback spider makes a sudden reappearance, bounding towards them through the dripping trees. Donna's hand shakes as she tries to get a bead on it with the sonic, but it keeps changing directions on her, bouncing off rocks and springing into the trees faster than she can aim. She swears, limping backwards towards the open door, the sonic held before her, as her eyes warily scan the cottony treetops.

The air in the next habitat is hot and dry. A bright yellow sun beats down on her head as she crosses the threshold. Wedging the sonic between her teeth, she hooks her hands under the Doctor's arms and hauls him the rest of the way over the threshold, the dry grass bending beneath his weight as she drags him inside.

The hatchback spider appears in the archway just as his trainers clear the threshold and Donna screams, falling backwards as its long segmented legs thrust through the doorway in search of its stolen meal.

A cable like web shoots out like a whip, capturing his arm and the Doctor grunts in pain and frustration as he's suddenly flipped onto his stomach, powerless to do anything to stop himself from being dragged back through the doorway. Donna desperately searches for the sonic behind him, lost amid the sea of tall grass.

She growls in frustration, digging inside her pocket for the cigarette laser lighter instead. She presses the big green button inside the flip-top lid, guessing it's the one she wants. A narrow beam of energy shoots out of it, cutting through the grass dangerously close to the Doctor's head.

"Oi," he murmurs, his swollen eyes wide and annoyed. Somehow he's managed to weave his foot through the bent grass, slowing his progress towards the door, gritting his teeth as his arm is suspended painfully in the air before him.

"Sorry," Donna cries, cutting through the length of cable web binding him. He collapses like a rag doll into the grass as she turns the beam on the hatchback spider, shearing off one of its legs as it squeals and retreats back through the open door.

She staggers to the keypad lock on her side of the door and stabs the red button with the word_ Close_ embossed on it. The creature's high-pitched squeals abruptly cease as the door slides shut, its severed leg oozing ichor into the grass as she falls breathlessly to her knees.

She crawls over to the Doctor, rolling him onto his back, his breathing even more laboured than before.

"What do you need?" she asks, her breath catching at the sticky trail of blood spreading through his shirt.

"Hy… hypo-spray… in my pocket," he gasps, "anti-venom."

"Which one?" Donna demands, rifling through each one starting with his trousers. "You've got six!"

"Left… breast," he gasps and Donna undoes the buttons on his jacket to dig through his inside pocket, snatching one daft thing after another out and laying them in a little pile beside her knee.

"Bet… better… hu… hurry," he gasps, "c… can't… keep it… from… happening… for… too… much… longer."

She has no idea what he's talking about. Tiny beads of sweat stand out on his pallid face, trickling into his hair, his damp collar limp and discoloured. "I can't find it!" she cries in frustration. "Are you sure it's this pocket?!"

He swallows. "Right… breast… maybe," he murmurs. His pupils contracted to pinpoints as tears slowly leak from the corners of his puffy eyes. She thinks he may have lost the ability to blink.

She switches pockets without a word, too worried to get properly angry with him. She finds the hypospray, gripping its moulded contours in her trembling fingers and drawing it out.

"I've got it," she says, "what do I do with it?"

"Do… dosage… is… already… set," the Doctor whispers, his breath catching alarmingly in his throat, "ju… just…" his voice fades to sudden silence.

"Just what?!" Donna demands, her heart leaping into her throat when she suddenly realises that he's no longer breathing.

"Doctor!" she cries, her hands gliding over his motionless chest. Sticky blood and spider venom coat her fingers, his open eyes still staring sightlessly at her.

"Oh God," she breathes, staring at the hypospray in her hand. Her jaw sets in sudden determination. "Oh well, this is how they always used to do it on _Star Trek_," she murmurs, pressing the gun to the side of his neck and pulling the trigger. Amber coloured serum flees the chamber with a soft hiss of air.

She waits, her breath coming in short ragged bursts as her heart thunders in her chest. "Come on," she whispers urgently, "come on, come on, come on."

He cries out suddenly, his eyes closing as his entire body convulses and he sucks in a deep shuddering breath. Donna presses her lips together, her hands spreading over his chest as she attempts to calm him. His body stills and he collapses back into the grass, his breathing rapid, but growing easier. His eyes open and focus on Donna's pale face.

"Cut that a bit close... didn't you," he says wryly and Donna sags with relief.

Weak and weary, she falls onto her back in the tall grass beside him, her fingers intertwining with his as they lay together for a moment, squinting up at the sun. The Doctor's breathing eases back into something more closely resembling normal as he carefully rotates his head, movement slowly returning to him. Whatever was in that hypospray she gave him must have been powerful indeed to work so quickly.

"That's the first time I've ever tried that," he says softly, his fingers still a bit clumsy as he wearily loosens his tie and undoes the first two buttons on his shirt. "I've never been any good at suppressing it really. It's always just been sort of involuntary."

"What, the cheating death thing you mean," Donna says, regarding him from the corner of her eye. Some of the colour is starting to return to his cheeks, though he's still quite pale and his eyes remain painfully sore looking. "What exactly did you mean by that anyway?"

"It doesn't matter," he says simply, "it's not going to happen now. You stopped it."

"Which reminds me," Donna says, frowning suddenly. She leans over and pinches him on the arm, hard.

"Oi!" he yelps, covering his abused arm with his other hand, "what-"

"Oh you felt that did you," Donna mutters sarcastically, "how could you do that?" she demands. "How could you just let that thing take a bite out of you like that?" She's surprised at how upset she is about it. Tears threaten to overwhelm her at the thought of what might have happened.

The Doctor sighs, turning his head to regard her, the warmth in his eyes still apparent through the redness. "My immune system is much more powerful than yours Donna," he says softly, "if you'd been bitten, it would have killed you instantly. I couldn't let that happen."

Her expression softens somewhat at the bereft look on his face. "You're an idiot," she says not unkindly, resisting the urge to caress his pale cheek, "I don't know whether to slap you, or kiss you."

His mouth quirks slightly at that. "You were very brave back there you know," he says.

"Oh really," Donna says wryly, "I thought I was just terrified."

"My point exactly," he says, "it's easy to be brave when the risks are low, but to show bravery in the face of something that truly terrifies you takes a kind of courage that few people possess." He smiles suddenly. "I wouldn't be surprised if the next time you ran across a spider in your bath, it didn't phase you at all."

"Maybe," Donna says, smiling wanly, "provided it was smaller than my hand."

"Right, well," the Doctor says, nodding once, "that's a given."

Donna's smile warms. "Are you all right now?" she asks, concerned for him despite his seemingly miraculous recovery. He looks tired, his red eyelids blinking sluggishly.

"Getting there," he says and this time Donna doesn't resist the urge to touch him. She tenderly caresses his clammy cheek, her fingers lightly stroking his wiry sideburn.

The Doctor smiles, covering her hand with his, both their smiles turning shy when they suddenly realise what they're doing.

"Right," he says, abruptly disengaging from her with an awkward clearing of the throat, "we should probably see to that knee."

He slowly sits up, grimacing in pain as he gingerly fingers the oozing wounds perforating his chest.

"Ow," he groans.

"Are you sure you're all right?" Donna asks him.

He turns his head slightly to regard her. "You remember that healing coma, I mentioned earlier?" he asks.

"You're not-"

"No," he says, mildly, "but I may just take to my bed for two or three days after this is all over."

"I may join you," Donna says, her mouth quirking wryly.

His expression turns thoughtful at that. "Anytime," he says, and Donna feels herself starting to blush, a sudden rush of heat touching her cheeks as she shyly drops her gaze.

He blinks, cocking his head suddenly. "Did you hear that?" he asks.

"I didn't hear anything," she says.

His eyes narrow slightly as he turns his head to squint pensively into the tall grass.

"If you're trying to scare me-"

"Shhh," he hisses, cutting her off before abruptly turning towards her again. "Wait here," he murmurs.

"Oh you're kidding," Donna whispers harshly, "you're leaving me alone?"

"I'll be back in less than a minute," he says, shrugging out of his suit jacket and abruptly disappearing into the tall grass.

"Wait!" she hisses after him, "Doctor!"

She pulls up her legs, wincing when her swollen knee tugs painfully at the fabric of her jeans. She counts the seconds as they slowly tick by, nearly jumping out of her skin at every little imagined sound. There's a sudden rustling in the grass and she nearly collapses with relief.

"It's about time," she hisses, afraid to raise her voice above a harsh whisper, "where did you..."

Her breath catches in her throat when a huge, vaguely feline head parts the grass just inches from her face, growling a warning as its broad grey nose breathes deep her scent.

"go…" she whispers breathlessly.

It mainly resembles a tiger except for the quill like barbs covering its grey striped body, like an oddly unsettling cross between a feline and a porcupine. Donna swallows, scrambling backwards through the bent grass as it plods after her, its broad flat paws nearly as big as her head.

"Nice kitty," she murmurs as the deep growl in the back of its throat abruptly changes pitch, growing louder and more aggressive, "good kitty. You don't want to eat me do you kitty?"

Where is a giant tinfoil ball when she needs one?

An annoying mosquito whine splits the air suddenly and the creature roars. Donna flinches, closing her eyes as it shakes its head as if in pain. Its large tufted ears flatten against its skull as it cranes its neck over the grass, then bounds away through it with a single powerful leap. Donna gasps with relief, holding her hand to her pounding chest just as the Doctor tumbles back into the clearing.

She yelps, swatting him on the arm. "Don't do that!" she cries, nearly hyperventilating with fright.

"Sorry," he murmurs sheepishly, peering back over his shoulder through the tall grass. "I'm afraid your knee will have to wait," he says softly, "there's a _taiga _hunting party headed this way."

"I think I just met one of the advance scouts," Donna says, throwing her arms around the Doctor's neck as he scoops her up into his arms.

"Yeah," he says grimacing slightly, "my fault I'm afraid. They've got my scent."

"_Your_ scent?" Donna asks, as the Doctor moves quickly through the tall grass in a semi-crouching lope.

"You have heard how lions will pick off the weak and wounded members of a herd first?" he asks.

"I guess," Donna says, before sudden understood dawns. Her eyes stray to his oozing chest. "You mean…" she says.

The Doctor nods. "Most predators will follow the scent of blood for days," he says, "and unfortunately the spider's venom seems to have contained some sort of anticoagulant."

"So what, you're bleeding to death?" Donna asks sharply.

"My body will metabolise what's left of the poison eventually," he says a bit breathlessly, "but until then, we're going to be dodging giant spiny cats I'm afraid."

"How far away is this supercomputer of yours?" Donna asks, but the Doctor doesn't answer.

He sinks a bit further into the rustling grass for a moment and plucks the sonic from beneath a seemingly random patch of bent blades, flipping it nimbly in the air before slipping it back into his trouser pocket.

"How do you keep _doing_ that?" Donna asks incredulously.

The Doctor shrugs. "It's a spatial thing," he says simply. "In answer to your earlier question, the door to the central computer core is just past those trees," he says, straightening slightly so that Donna's eye line just clears the tallest blades of grass.

She squints at the meagre copse of oddly flat looking trees stood several miles in the distance. "Oh you're kidding me," she gasps.

"Fraid' not," the Doctor says, grimacing slightly.

A hot dry breeze kicks up, rippling through the tall grass like an ocean wave, a chorus of low growls echoing through it. Donna tightens her grip around the Doctor's neck as he slouches through the grass, his lanky body bent nearly double as he struggles to keep them both hidden from sight.

"There's nowhere to hide out here," Donna says, nervously gnawing her bottom lip as they quickly slink away.

"Yeah," the Doctor grunts awkwardly, "I'll admit it's a bit of a problem."

"Hang on a minute," Donna says, a new thought suddenly striking her, "what was that sound before?"

"What sound?" the Doctor asks.

"I don't know," Donna says, "like some sort of insect. You didn't hear it?"

"The only thing I heard was you pleading with a _taiga_ not to eat you," the Doctor grunts.

"Yeah well, the giant spiny cat didn't seem too happy about it either," Donna says tartly, "it was almost as if the sound frightened it somehow."

"Really," the Doctor says, looking suddenly troubled, "that can't be good."

"Oh you think?" Donna hisses.

"Hang on," he says, shifting Donna's weight so he can dig the sonic out of his trouser pocket.

Donna gasps, nearly tumbling out of his arms before righting herself at the last moment by practically throwing her arms around his neck.

"I told you to hang on," the Doctor says mildly, barely noticing the deep scowl she gives him as she hangs on to his neck for dear life.

"Well, I didn't think you meant _literally_," Donna snaps back.

He slips on his glasses and frowns at the lines of data scrolling across the sonic's surface.

"Remember that breach in the system I mentioned earlier?" he says, slowly.

"Yeah," Donna says, the hairs on the back of her neck raising in trepidation.

"Well, I think we may have found it."

He looks up just as the mosquito whine returns, invading the air around them like a thousand swarming locusts. The _taiga_ trailing them roar impotently as the sound increases in intensity, their spiny quills sticking out stiffly from their bodies like threatened pufferfish.

They lope away through the brush, their long tails scraping the ground between their legs and Donna cries out suddenly, her hands flying to her ears as the Doctor sets her down in the rustling grass and a shimmering seam appears in the air before them.

Donna blinks, staring at the shifting space before her eyes, the droning whine cutting through her head like a knife as the seam widens to a crack, like two halves of a broken mirror floating on the surface of the air. The crack splits and a long segmented leg covered in stiff black hairs steps through.

Donna screams, only just noticing that the Doctor has split the seam of her trouser leg and is even now applying some sort of opaque gel to her wounded knee. A deep tingling sensation like reverse pins and needles penetrates her skin, suffusing her sore muscles with warmth before dissipating and relieving her leg of both pain and swelling.

The Doctor grabs her hand and helps her to her feet. Several more legs follow the first, clinging to the sides of the growing crack like skittering black vines, one of them truncated and covered in gummy ichor just above the second joint.

"Run," the Doctor urges, just as the hatchback spider's bulbous thorax emerges from the shimmering crack behind them.

They take off, pelting towards the copse of trees in the distance, or at least that's where Donna assumes they're going. To her horror, the Doctor steers them directly into the disabled spider's path.

"What are you…?" she gasps.

"Trust me," he grunts back, raising the sonic and aiming it at the listing creature. The spider shrieks, bounding away before the Doctor has a chance to blast it. He ignores it, making for the crack leading into the other habitat instead.

He pulls Donna through to the other side, the dank misty air making her shiver after the dry heat of the grassland habitat, and quickly changes a setting on the sonic.

The crack is visible from this side as well. Long segmented legs skitter through it from the other side and Donna shrinks against a moss covered trunk. The Doctor points the sonic at the ragged seam, and the legs abruptly retreat just before he closes it with a sonic blast of energy, leaving nothing but a shimmering blue line in its place

"Great," she mutters, warily eyeing the trees for any sign of movement, "now we're trapped here."

"Oh ye of little faith," the Doctor murmurs absently, reconfiguring the sonic, "I told you to trust me, remember?"

He closes the space between them in one long stride and pulls Donna into his embrace.

"What are you-"

"Just hang on," he says, "you may find this a bit disorienting."

With that he activates the sonic and it's as if the entire world suddenly tilts around them. They haven't moved and yet the sensation of movement is unmistakeable, the forest whirling around them like an amusement park ride as Donna stumbles and the Doctor grips her tightly against his chest to keep her from falling.

"Close your eyes," he whispers and she does, her equilibrium restoring itself when her brain is deprived of the images confusing it.

After a moment, the Doctor drops his arms and Donna opens her eyes. Everything seems exactly as it was, except the shimmering blue line is now directly ahead of them instead of behind them.

"What did you do?" Donna asks, feeling a bit wobbly, as if she's just stepped off of an extended ride on a lift.

"Just a bit of transcendental relocation," he says mildly.

"You what?"

"I moved the rain forest habitat approximately three and half kilometres to the right."

"You…" Donna starts, her eyes narrowing suspiciously, "sorry… what?"

"Theoretically anyway," the Doctor shrugs, "technically speaking all the habitats occupy the same point in space at different points in time, so I just sort of shuffled the order round a bit."

Donna rolls her eyes. "What does that even mean?" she demands.

"I took a short cut," the Doctor says, flatly.

He reopens the shimmering blue seam with the sonic screwdriver, offering his hand to Donna before stepping through to the other side.

"Don't tell me," she says, one eyebrow raised skeptically, "there are giant purple gorillas with bulbous blue noses waiting for us on the other side."

"Nothing that exotic," the Doctor says, his eyes twinkling with amusement as Donna lays her hand in his, "just an ordinary Console Room."

She half expects him to be wrong, but to her relief when they emerge from the other side of the shimmering crack, they enter a sort of muted grey chamber dominated by a large round computer console at its core.

"First things first," the Doctor says, sat down at the console, flashing data readouts reflecting off the lenses of his glasses as he squints at the console screen.

Donna's eyes stray to the open breach perforating the wall behind them. Cat-sized spiders keep to the trees, moving cautiously through the cottony branches almost as if they're afraid of _her_ now. Donna nearly smiles at the thought.

They don't hold the same terror for her that they once did. Maybe she's gotten used to their unsettling appearance, or maybe the Doctor was right and she's managed to conquer her fears. Either way, she permits herself a small moment of satisfaction at the victory.

"Ah ha!" the Doctor cries suddenly and Donna turns. He's opened an access panel at the base of the console and disappeared inside, his long skinny pinstriped legs and tan trainers the only bits of him still visible.

Donna smiles, fondly rolling her eyes as she takes a seat beside him on the concrete floor. The shimmering breach between the habitats begins to close as she watches, shrinking to a shimmering blue line and then disappearing all together with a soft rush of air.

"That's sorted," the Doctor says, backing out of the confined space and immediately rolling onto his knees, his fingers flying over the console keyboard as he squints at several glowing red blobs on the console screen.

"These _were_ my favourite jeans you know," Donna says, fingering the torn edges of her trouser leg as she tucks her knees up beneath her chin.

"Leave them out tonight and the TARDIS will mend them," he says absently, his eyes still intent on the monitor screen in front of him.

Donna glances at it, thinking that she might know what the red blobs represent. "How many cracks were there?" she asks.

"A few," the Doctor says, "I've repaired them and returned all the displaced creatures to their respective habitats."

"Were there any more aboard the TARDIS?"

"Yeah about that," he says, turning to eye her over the rim of his glasses, "we'll have to do another shopping for the week I'm afraid, a few creepy-crawlies seem to have made their way into the pantry."

Donna grimaces, suppressing a shudder. She can't imagine how she would have reacted to giant spiders falling from the kitchen cupboards before her morning cup of tea.

"Just so long as they're gone now," she says.

"Yup," the Doctor says, "long gone and safe inside their habitats for another century if need be."

"What was that?" Donna asks sharply.

The Doctor blinks. "Safe inside their habitats until I find suitable planets to relocate them to, I mean?"

"Yeah," Donna grumbles, "that's what I _thought_ you said Spaceman."

Epilogue

The sun is just beginning to rise above the hilltops when the TARDIS materialises inside a dank cellar one midsummer morning. Dead leaves and scraps of paper whirl in the unsettled wake of her temporal displacement field, gathering in dusty lumps by the time her doors open and a tall thin man with spiky brown hair and a long tan coat emerges.

He taps the torch in his hand and it leaps to life, throwing off a powerful white beam of light that cuts through the dusty gloom as he heads for the staircase at the other end of the room.

The cobweb covered stairs creak alarmingly beneath his trainers, but hold his weight as he quickly ascends and pushes his way through the warped wooden door at the top of the landing.

He emerges into what must have been a quite grand foyer at one time, plodding through the piles of decaying leaves and skittering insects littering the floor toward the wrought iron staircase leading up to the second floor in a lazy spiralling arc.

He quickly climbs up, the metal bolts attaching the railings to the walls wobbling under his weight as he approaches the landing.

_This is no place for children to play _he thinks grimly, making a sharp left towards the master bedroom at the end of the hall as soon as he steps from the staircase onto the moth eaten carpet.

Anaemic rays of pale sunlight are just beginning to filter in through the grime covered windows when he enters the room, empty save for the free standing wardrobe in the corner.

He plucks the sonic from his pocket and disengages the broken lock on the wardrobe door, snatching it open and kneeling down to lift the unconscious child from inside, pulsing the sonic a few more times to rid her soiled dress of the spiders still infesting it.

They drop to the floor like pennies, the only evidence left of their presence the angry red welts that cover her arms and legs and her pale little face. He checks the pulse at her neck and she whimpers, a halo of soft strawberry blonde curls falling against his chest as he cradles her in his arms.

"There, there Donna," he says softly, "it's all right now. I've got you. Everything's going to be fine."

He'd wanted to come for her sooner, to spare her the pain of this night, but it hadn't been possible. Although not a fixed point in time _per se_, this experience and all the suffering associated with it was a defining moment in Donna's life. One that would shape the woman she would one day become.

"You don't know this yet," he murmurs softly, as he carefully carries her back down the grubby hallway towards the wobbly staircase, "but one day, you and I are going to be very good… friends," he says, his voice catching a bit on the last word. He clears his throat and smiles a little sadly at her, though she remains unconscious and can't see it. "Best friends," he says.

He carries her down the staircase, her little face buried in the crook of his arm as he continues to speak in soothing tones that she will never remember hearing.

"One day, you're going to be the most important woman in the universe Donna," he says softly, insects skittering over his trainers as he crosses the foyer to the front door, "I know it sounds hard to believe now, but it's true," he says, nodding to her as if she were hanging on his every word. "I'll let you in on a little secret though," he murmurs, leaning in very close to her little seashell-like ear. "It's nothing compared to how important you'll be to me."

They emerge into the early morning light, the Doctor blinking rapidly as he hurries down the hill towards the stocky man he can now see hurrying up it towards him.

"Oh thank God, you've found her!" Donna's father cries as the Doctor carefully transfers his charge into the man's waiting arms. "We've been out searching all night!"

"I know," the Doctor says, "I heard about it and thought I'd come see if I could lend a hand."

"And I'm grateful you did," Geoff says, worry creasing his brow as he takes in the angry welts covering every inch of his daughter's bare skin. "I really don't know how to thank you."

"No need," the Doctor says, "just get her to hospital yeah, she was covered in spiders when I found her."

"Right," Geoff stammers nervously, "I'll do that."

He turns, hurrying down the hill with Donna's limp little body cradled in his arms, calling for his wife to get the car as he goes.

"Don't worry, she'll be fine," the Doctor calls after him, his tone reassuring. Geoff doesn't answer, too concerned for his daughter's well-being to notice.

The Doctor stands there for another moment, just long enough to watch Sylvia fly out of the house and help Geoff bundle Donna into the backseat of their little blue car. Geoff guns the engine and they roar out of the driveway, disappearing down the street in a shriek of burning rubber.

"She'll be fine," the Doctor murmurs to no one in particular when their brake lights fade from view. "No," he says, breaking into a sudden smile, "she'll be more than that. She'll be brilliant."

END


End file.
